SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AER Energy Resources, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
000944108
(Cusip Number)
J. Taylor Crandall
201 Main Street
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 9, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [X].
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
**The total number of shares reported herein is 1,095,500 shares, which
constitutes approximately 4.9% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are 22,439,181
shares outstanding.
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated
February 23, 1996 (the "Schedule 13D"), relating to shares of the Common
Stock, no par value, of AER Energy Resources, Inc. Unless otherwise
indicated, all defined terms used herein shall have the same meanings
respectively ascribed to them in the Schedule 13D. Pursuant to Item
101(a)(2)(ii) of Regulation S-T, this filing includes a composite of all
paper filings to date made by the Reporting Persons (as hereinafter defined)
on Schedule 13D with respect to AER Energy Resources, Inc.
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, no par value (the
"Stock"), of AER Energy Resources, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 4600 Highlands Parkway, Suite
G, Smyrna, Georgia 30082.
Item 2. Identity and Background.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), this Schedule 13D Statement is hereby filed by
Keystone, Inc., a Texas corporation ("Keystone"), Robert M. Bass ("R.
Bass"), David G. Brown ("D. Brown"), Maureen Brown ("M. Brown") and Mark A.
Wolfson ("Wolfson"). Keystone, R. Bass, D. Brown, M. Brown and Wolfson are
sometimes hereinafter collectively referred to as the "Reporting Persons".
The Reporting Persons are making this single, joint filing because they may
be deemed to constitute a "group" within the meaning of Section 13(d)(3) of
the Act, although neither the fact of this filing nor anything contained
herein shall be deemed an admission by the Reporting Persons that a group
exists.
(b)-(c)
Keystone
Keystone is a Texas corporation, the principal businesses of which
are investment in marketable securities, real estate investment and
development, ownership and operation of oil and gas properties (through Bass
Enterprises Production Co. ("BEPCO")), the ownership and operation of gas
processing plants and carbon black plants (through various partnerships) and
the ownership of interests in entities engaged in a wide variety of
businesses. The principal address of Keystone, which also serves as its
principal office, is 201 Main Street, Suite 3100, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or
business address, and present principal occupation or employment of each
director, executive officer and controlling person of Keystone are as
follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
R. Bass 201 Main St., Ste. 3100 President of Keystone
Ft. Worth, Texas 76102
J. Taylor Crandall 201 Main St., Ste. 3100 Vice President-
Ft. Worth, Texas 76102 Finance of Keystone
Glenn R. August 65 E. 55th Street Managing Director of
New York, NY 10022 Oak Hill Partners, Inc.
D. Brown 201 Main St., Ste. 3100 Vice President of and
Ft. Worth, Texas 76102 Consultant to Keystone
Daniel L. Doctoroff 65 E. 55th Street Managing Director of
New York, NY 10022 Oak Hill Partners, Inc.
Steven Gruber 65 E. 55th Street Managing Director of
New York, NY 10022 Oak Hill Partners, Inc.
Wolfson 201 Main St., Ste. 3100 Vice President of and
Ft. Worth, Texas 76102 Consultant to Keystone
W. Robert Cotham 201 Main St., Ste. 2600 Vice President/
Ft. Worth, Texas 76102 Controller of BEPCO
Gary W. Reese 201 Main St., Suite 2600 Treasurer of BEPCO
Ft. Worth, Texas 76102
Oak Hill Partners, Inc. is a Delaware corporation, the principal
business of which is serving as an investment consultant to Acadia Partners,
L.P. ("Acadia"). Acadia is a Delaware limited partnership, formed to invest
in public and private debt and equity securities. The principal business
address of Oak Hill Partners, Inc. is 65 E. 55th Street, New York, NY 10022.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal business
address of BEPCO, which also serves as its principal office, is 201 Main
Street, Suite 2700, Fort Worth, Texas 76102.
R. Bass
See above.
D. Brown
See above.
M. Brown
M. Brown's residence address is 289 Kings Mountain Road, Woodside,
California 94062, and she is not presently employed.
Wolfson
See above.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
(f) All of the natural persons identified in this Item 2 are citizens
of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Keystone Working Capital(1) $2,361,924.65
R. Bass Not Applicable Not Applicable
D. Brown/
M. Brown Personal Funds (2) $146,950.00
Wolfson Personal Funds (2) $63,757.50
(1) As used herein, the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from banks and
brokerage firm margin accounts to operate such business in general. None of
the funds reported herein as "Working Capital" were borrowed or otherwise
obtained for the specific purpose of acquiring, handling, trading or voting
the Stock.
(2) As used herein, the term "Personal Funds" may include sums
borrowed from banks and brokerage firm margin accounts, none of which were
borrowed or otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
Item 4. Purpose of Transaction.
The Reporting Persons acquired and continue to hold the shares of
the Stock reported herein for investment purposes. Depending on market
conditions and other factors that each of the Reporting Persons may deem
material to its respective investment decision, such Reporting Person may
purchase additional shares of the Stock in the open market or in private
transactions. Depending on these same factors, such Reporting Person may
sell all or a portion of the shares of the Stock that it now owns or
hereafter may acquire on the open market or in private transactions.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of
the Act.
Item 5. Interest in Securities of the Issuer.
(a)
Keystone
The aggregate number of shares of the Stock that Keystone owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,000,000, which
constitutes approximately 4.5% of the outstanding shares of the Stock.
R. Bass
Because of his position as the President and sole director of
Keystone, R. Bass may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 1,000,000 shares of the Stock, which constitutes
approximately 4.5% of the outstanding shares of the Stock.
D. Brown
The aggregate number of shares of the Stock that D. Brown owns
beneficially as a joint tenant with M. Brown, pursuant to Rule 13d-3 of the
Act, is 77,500, which constitutes approximately 0.3% of the outstanding
shares of the Stock.
M. Brown
The aggregate number of shares of the Stock that M. Brown owns
beneficially as a joint tenant with D. Brown, pursuant to Rule 13d-3 of the
Act, is 77,500, which constitutes approximately 0.3% of the outstanding
shares of the Stock.
Wolfson
The aggregate number of shares of the Stock that Wolfson owns
beneficially, pursuant to Rule 13d-3 of the Act, is 18,000, which
constitutes less than 0.1% of the outstanding shares of the Stock.
(b)
Keystone
Acting through its President and sole director, Keystone has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 1,000,000 shares of the Stock.
R. Bass
As the President and sole director of Keystone, R. Bass has the sole
power to vote or to direct the vote and to dispose or direct the disposition
of 1,000,000 shares of the Stock.
D. Brown
As joint tenant with M. Brown, D. Brown has the shared power to vote
or to direct the vote and to dispose or to direct the disposition of 77,500
shares of the Stock.
M. Brown
As joint tenant with D. Brown, M. Brown has the shared power to vote
or to direct the vote and to dispose or to direct the disposition of 77,500
shares of the Stock.
Wolfson
Wolfson has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 18,000 shares of the Stock.
(c) During the past 60 days, the Reporting Persons have not
purchased any shares of the Stock.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of
the Stock owned by such Reporting Person.
(e) As of May 9, 1996, the Reporting Persons ceased to be the
beneficial owners of greater than 5% of the outstanding shares of the Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except as set forth herein or in the Exhibits filed herewith, there
are no contracts, arrangements, understandings or relationships with respect
to shares of the Stock owned by the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).<PAGE>
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATED: May 10, 1996
KEYSTONE, INC.
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ W. R. Cotham
W. R. COTHAM
Attorney-in-Fact for:
Robert M. Bass (1)
/s/ David G. Brown
DAVID G. BROWN
/s/ Maureen Brown
MAUREEN BROWN
/s/ Mark A. Wolfson
MARK A. WOLFSON
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Robert M. Bass previously has been filed with the
Securities and Exchange Commission.
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of
them in the capacities set forth below.
KEYSTONE, INC.
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ W. R. Cotham
W. R. COTHAM
Attorney-in-Fact for:
Robert M. Bass (1)
/s/ David G. Brown
DAVID G. BROWN
/s/ Maureen Brown
MAUREEN BROWN
/s/ Mark A. Wolfson
MARK A. WOLFSON
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Robert M. Bass previously has been filed with the
Securities and Exchange Commission.
